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BUSINESS SETUP

MAINLAND COMPANY SETUP: ESTABLISH YOUR BUSINESS ANYWHERE IN THE UAE

A mainland company is a business entity registered with the Department of Economic Development (DED) in an emirate of the United Arab Emirates (UAE). Unlike a free zone company, a mainland company can operate and trade anywhere within the UAE, as well as internationally, without restrictions.

Key features of a mainland company

· 100% foreign ownership: Since recent changes in the UAE's commercial company laws have permitted 100% foreign ownership for most business activities on the mainland, eliminating the need for a local sponsor.

· Unrestricted market access: Mainland companies can trade directly with the local UAE market, open multiple branches, and operate anywhere in the country.

· Eligibility for government contracts: Businesses registered on the mainland are able to bid for and secure government contracts and tenders.

· Wide range of business activities: With over 2,000 licensed activities to choose from, mainland companies have greater flexibility to diversify and expand their business operations.

· Unlimited visas: The number of employee visas a mainland company can apply for is not limited by quotas but is determined by the size of the company's leased office space.

· Physical office requirement: A physical office space is typically mandatory for a mainland company to obtain and maintain its trade license.

Type of Mainland Company:

Several legal structures exist for mainland companies in the UAE, allowing businesses to choose the one that best fits their size, ownership, and activity. The following are some of the most common types of mainland companies:

1.Limited Liability Company (LLC)

The most common and popular company structure on the UAE mainland, an LLC is a flexible option for many commercial, industrial, and professional activities.

Ownership: An LLC can be formed by a single individual or up to 50 shareholders. Following recent commercial company law reforms, 100% foreign ownership is now permitted for most business activities on the mainland.
Liability: The liability of the shareholders is limited to their capital contributions. This separation of personal and business assets offers financial protection to owners.
Trade: LLCs have unrestricted access to the entire UAE market and can engage with government contracts.

2.Sole Proprietorship / Sole Establishment

This structure is owned and operated by a single individual, with the trade license issued in their name.

Ownership:
- UAE/GCC Nationals: Can register for any type of activity, including commercial and industrial.
- Foreign Nationals: Are generally limited to professional services (e.g., consultancy, medical) and must appoint a Local Service Agent (LSA) to handle administrative tasks.
Liability: The owner has unlimited personal liability for all business debts and financial obligations.
Advantages: The setup process is simple, and the owner has full control of the business.

3.Civil Company

A civil company is a partnership of professionals, such as doctors, engineers, or lawyers, and is governed by the UAE Civil Code.

Ownership: It can be 100% owned by foreign professionals, though some activities may still require a local partner. An LSA is typically required to manage government liaison and administrative procedures.
Liability: The partners in a civil company have unlimited personal liability for the company's debts.
Purpose: The company is limited to providing professional services and cannot engage in commercial trading activities.

4.General Partnership

Formed by two or more partners who are jointly and severally liable for all the company's obligations.

Ownership: This structure is primarily restricted to UAE nationals due to its unlimited liability and requirements under the Commercial Companies Law.
Liability: The partners are collectively and individually responsible for the company's debts, with their personal assets at risk.

5.Limited Partnership

This structure includes both general partners, who have unlimited liability and manage the business, and limited partners, whose liability is limited to their capital contribution. Limited partners are not involved in the day-to-day management of the business.

6.Public Joint Stock Company (PJSC) and Private Joint Stock Company (PrJSC)

These structures are designed for larger enterprises, with capital divided into equal-value shares.

PJSC: Shares can be offered to the public, and the company is subject to strict regulatory oversight.
PrJSC: The shares cannot be offered to the public, and it has fewer capital and shareholder requirements than a PJSC.

7.Foreign Company Branch

This structure is a full extension of a foreign parent company, allowing it to conduct commercial activities on the mainland. It is not a separate legal entity from its parent company.

8.Representative Office

A representative office is a limited structure for a foreign company that is used to promote and market the parent company's products and services in the UAE. It cannot engage in commercial or trading activities.

Holding Company

A holding company is a separate entity that holds shares and manages subsidiaries, but does not engage in trading activities itself. It provides a streamlined structure for corporate investments and is registered with the DED.

How to set up a mainland company

The process for establishing a mainland company generally involves the following steps:

Select a business activity: Choose from the list of over 2,000 available activities offered by the DED.

Determine a legal structure: Select the appropriate legal form for your business, such as a Limited Liability Company (LLC) or a Sole Proprietorship.

Reserve a trade name: Register a unique trade name with the DED that adheres to local naming conventions.

Secure initial approval: Obtain initial approval from the DED, which confirms there is no objection to establishing your business.

Draft legal documents: Depending on your legal structure, you will need to prepare a Memorandum of Association (MoA) or a local service agent agreement.

Find a business location: Secure a physical office space that meets the DED's requirements.

Get external approvals (if needed): Some specialized activities require additional clearance from relevant government bodies.

Submit documents and pay fees: Finalize the application with all necessary documents and fees to receive your trade license.

FREE-ZONE COMPANY SETUP: ENJOY 100% OWNERSHIP WITH TAX BENEFITS

Establishing a Free Zone company in the UAE offers numerous advantages, including 100% foreign ownership, full profit repatriation, and exemptions from most customs duties. With over 40 Free Zones operating across the country, each governed by its own authority and catering to specific industries, investors can select the zone best aligned with their business goals.

Key Benefits of a Free Zone Company

100% Foreign Ownership – No local sponsor or partner is required.
Tax Exemptions – Enjoy 0% corporate tax on qualifying income, along with exemption from import and export duties. (VAT registration applies if turnover exceeds the mandatory threshold.)
Full Repatriation of Capital and Profits – Transfer your earnings and invested capital abroad without restrictions.
Streamlined Setup Process – Free Zone authorities offer fast, transparent, and often fully digital company formation procedures.
Residence Visa Eligibility – Company owners, employees, and dependents can obtain UAE residence visas.
Flexible Office Solutions and Infrastructure – Access flexi-desks, virtual or physical offices equipped with advanced facilities and business support services.

Free Zone Company Structures

Free Zone Establishment (FZE): Single shareholder (individual or corporate).
Free Zone Company (FZC or FZCO): Two to fifty shareholders.
Branch: Local or foreign companies can register a branch or representative office.

License Categories and Business Activities: The type of license depends on your company’s primary business activity:

Commercial/Trading License: For import, export, and trading of goods.
Service/Consultancy License: For professional and advisory services (e.g., consulting, IT, legal, or marketing).
Industrial License: For manufacturing and industrial operations.
E-commerce License: For online trading activities.
Freelance Permit: For independent professionals working in specific sectors.

Step-by-Step Process to Set Up a Free Zone Company

Choose Your Free Zone – Select a Free Zone that aligns with your business activity, budget, and strategic needs (e.g., DMCC for commodities, Dubai Media City for creative industries).
Decide the Legal Structure – Choose between FZE (single shareholder) or FZC (multiple shareholders).
Reserve a Trade Name – Ensure your proposed name complies with Free Zone naming conventions.
Submit Application and Documents – Provide passport copies, business plan, and other required documents to the Free Zone authority.
Secure Office Space – Choose from flexible workspace options such as flexi-desks, virtual, or physical offices.
Pay Fees and Obtain License – Pay the registration and license fees (starting around AED 5,500 for basic packages).
Process Residence Visas – Apply for investor and employee visas, complete medical tests, and register for Emirates ID.
Open a Corporate Bank Account – Submit your trade license, proof of address, and shareholder documents to open a business account.

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OFFSHORE COMPANY SETUP: FLEXIBLE STRUCTURES FOR GLOBAL BUSINESS

Setting up an offshore company in the UAE offers global entrepreneurs and investors a strategic way to manage international business, asset protection, and wealth planning under one of the world’s most stable and business-friendly jurisdictions.

An offshore company is a non-resident legal entity registered in a designated offshore jurisdiction such as Ras Al Khaimah International Corporate Centre (RAK ICC), Jebel Ali Free Zone (JAFZA) Offshore, or Ajman Offshore. While these companies cannot conduct business within the UAE mainland, they are ideal for holding companies, global trade, intellectual property management, and financial structuring.

Key Features of UAE Offshore Company Formation

100% Foreign Ownership: Investors enjoy full ownership without the need for a UAE national sponsor or partner.
Asset Protection: Offshore structures are widely used for safeguarding assets from legal claims, liabilities, and creditors.
Confidentiality and Privacy: Shareholder and director information remains private, ensuring complete confidentiality.
Restricted UAE Operations: Offshore companies are not permitted to trade or operate within the UAE mainland; their business must be conducted internationally.
Corporate Tax Compliance: As per UAE tax regulations, all legal entities — including offshore companies — must register for UAE Corporate Tax. A 0% tax rate may apply to qualifying income, but filing returns is required for compliance.
No Office or Visa Requirement: Offshore companies do not need to lease office space and cannot sponsor residence visas for shareholders or employees.
Multi-Currency Corporate Bank Account: Offshore companies can open corporate bank accounts in the UAE to facilitate cross-border transactions and manage international funds efficiently.

Major Offshore Jurisdictions in the UAE

1. Ras Al Khaimah International Corporate Centre (RAK ICC): A leading offshore jurisdiction known for its cost-effectiveness, fast incorporation, and simple maintenance. RAK ICC is ideal for holding companies, international trade, and wealth management.

2. Jebel Ali Free Zone (JAFZA) Offshore: Located in Dubai, JAFZA Offshore is the only offshore jurisdiction that allows foreign-owned companies to hold freehold property in approved Dubai areas. It offers high credibility and strong regulatory governance, making it a preferred choice for global investors.

3. Ajman Offshore: A budget-friendly option for offshore company formation in the UAE, Ajman Offshore offers a fast setup process and minimal administrative requirements — ideal for startups and entrepreneurs seeking affordable international structuring.

How to Set Up an Offshore Company in the UAE

Select the Offshore Jurisdiction – Choose between RAK ICC, JAFZA Offshore, or Ajman Offshore based on your business goals and budget.
Appoint a Registered Agent – Partner with an approved registered agent to manage incorporation and communication with the offshore authority.
Reserve a Company Name – Choose a compliant and unique business name approved by the jurisdiction.
Submit Required Documentation – Provide passport copies, proof of address, CVs, and bank reference letters for all shareholders and directors.
Pay Fees and Obtain Incorporation Certificate – Upon approval, pay the registration fees and receive your Certificate of Incorporation and legal documents.
Open a Corporate Bank Account – Work with your registered agent to open a UAE or international corporate bank account for your offshore company.

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YOUR PARTNER IN COMPANY FORMATION ACROSS THE UAE

At Arise, we empower entrepreneurs and businesses to establish their presence in the UAE with confidence. Whether you are setting up a Mainland, Free Zone, or Offshore company, our expert consultants manage the entire process with precision and care.

From selecting the right jurisdiction and preparing documentation to licensing, banking, and visa processing, we ensure a smooth, compliant, and stress-free experience. Our tailored solutions help you structure your business effectively—whether your goal is local operations, international expansion, asset protection, or operational flexibility.

With Arise, you gain a trusted partner committed to transparency, efficiency, and excellence at every step of your business journey.

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